Acquisition of Common Stock Clause Samples
The 'Acquisition of Common Stock' clause defines the terms and conditions under which a party may purchase or otherwise obtain shares of common stock in a company. This clause typically outlines the process for acquiring shares, including any restrictions, required approvals, or pricing mechanisms that apply to such transactions. For example, it may specify whether shares can be acquired through direct purchase, exercise of options, or conversion of other securities. The core function of this clause is to establish clear rules for stock acquisition, thereby preventing disputes and ensuring all parties understand their rights and obligations regarding ownership interests.
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Acquisition of Common Stock. (i) The MSD Stockholders, severally and not jointly, agree with the Company (and not any other party hereto) not to acquire, whether by purchase, tender or exchange offer, by joining a partnership, limited partnership, syndicate or other group, through swap or hedging transactions or otherwise, beneficial ownership of any Securities, Synthetic Equity Interests or Short Interests other than: (A) the Common Stock received by the MSD Stockholders in the Distribution; (B) acquisitions of up to 2% in the aggregate of the Common Stock outstanding as of the date of any such acquisition (measured immediately prior to such acquisition) that do not result in the MSD Stockholders beneficially owning in the aggregate a percentage of the outstanding Common Stock that is greater than the percentage of the outstanding Common Stock represented by the MSD Stockholders’ Initial Stake; (C) acquisitions of up to 1% in the aggregate of the Common Stock outstanding as of the date of any such acquisition (measured immediately prior to such acquisition) that would not be permitted under the preceding clause (B) (whether because such acquisitions would result in the MSD Stockholders beneficially owning in the aggregate a percentage of the outstanding Common Stock that is greater than that permitted thereby or because the MSD Stockholders have already acquired the maximum aggregate amount permitted thereby); or (D) acquisitions that are otherwise approved by the Board. For the avoidance of doubt, but subject to compliance with duly adopted policies, procedures, processes, codes, rules, standards and guidelines adopted by the Company with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and other applicable law, this Section 3.2(a)(i) shall not in any way limit, restrict or prevent a disposition of Securities, Synthetic Equity Interests or Short Interests by the MSD Stockholders regardless of the manner of such disposition (including any deferred disposition, forward contract, installment sale, collateralized convertible security or similar instrument).For the avoidance of doubt, the MSD Stockholders may not acquire Securities that would result in the MSD Stockholders holding, in the aggregate, a percentage of the then outstanding Common Stock that is greater than one percentage point more than the percentage of the outstanding Common Stock represented by the MSD Stockholders’ Initial Stake on the date hereof.
(ii) The SLP Stockholders, severally and not jointly, agree with the Company (and not any other...
Acquisition of Common Stock. No Stockholder shall, and --------------------------- no Stockholder (other than Leeway and NYNEX) shall permit any of their respective Affiliates to, directly or indirectly, authorize or make a tender or exchange offer for, or purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire, directly or indirectly, beneficial ownership of additional Common Stock.
Acquisition of Common Stock. 6 Section 3.2. Certain Restrictions ...................................... 7 Section 3.3. Termination of Article III ................................ 9 ARTICLE IV
Acquisition of Common Stock. The Director hereby elects to exercise the Option in respect of the shares of Common Stock set forth in Annex A hereto. Promptly upon payment in full of the exercise price for the shares of Common Stock in respect of which the Option is being exercised and full compliance by the Director with the terms of the Option Agreement and Section 5.12(a)(ii) hereof, the Company shall promptly issue a stock certificate in the name of the Director representing the shares of Common Stock in respect of which the Option is being exercised and shall enter the Director's name on the books of the Company as the stockholder of record of such shares of Common Stock.
Acquisition of Common Stock. Following the date of this Agreement and until the earlier of (i) Searchlight no longer beneficially owning at least 25% of the number of Market Warrants issued on the Issue Date (and/or the respective Warrant Shares issued in connection with the exercise of the Market Warrants) and (ii) the Lock-Up Period End Date, wihtout the prior consent of Searchlight, the Company shall not, and shall not permit any Restricted Subsidiary (as defined in the Securities Purchase Agreement) to, at any time or from time to time directly or indirectly, redeem, purchase or otherwise acquire (any such event, an “Acquisitions”) any Equity Securities of the Company for a consideration per share (plus, in the case of any options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) greater than the Market Price (as defined in the Warrants) per share of Common Stock immediately prior to the earlier of (x) the announcement of such Acquisition or (y) such Acquisition.
Acquisition of Common Stock. After consummation of an Initial --------------------------- Public Offering, neither the Stockholders nor the ▇▇▇▇▇▇▇▇ Stockholder shall purchase or permit its Affiliates to purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire (subject, in the case of the Trust, to Section 5.1(a)), beneficial ownership of additional shares of Common Stock or Securities."
Acquisition of Common Stock. Until the Warrants become exercisable in accordance with their terms, each Purchaser who is a Material Securityholder agrees to give the Company not less than 10 Business Days' notice of any proposed purchase or other acquisition of "stock" of the Company (as defined under Section 382 of the Code and the regulations thereunder), including any acquisition of "stock" pursuant to Section 5.9 hereof but excluding shares of Common Stock which may be acquired pursuant to Section 6(b) of the Senior Notes and/or Section 2(b) of the Certificate of Designations, accompanied by information related to such proposed transaction which is reasonably sufficient to enable the Company to make the determinations referred to herein, so that the Company may determine in its reasonable judgment whether such purchase or other acquisition (i) would result in such Material Securityholder becoming a "5% shareholder" of the Company, as that term is defined in Section 382(k)(7) of the Code and, if so, (ii) whether such purchase or other acquisition could reasonably be expected to result in an "ownership change" under Section 382 of the Code and the regulations promulgated thereunder (taking into account both the proposed transfer and any other transactions of which the Company is aware) and, if so, (iii) whether such "ownership change" would result in a material loss of tax benefits to the Company. In the event the Company makes such determinations and provides the Purchaser with written notice of the same within 10 Business Days of its receipt of the above-referenced notice from the Purchaser, or in the event the Company makes a reasonable written request to such Purchaser for further information concerning such proposed transaction within the same 10-Business Day period and makes the foregoing determinations within 10 Business Days after receipt of such further information, the Purchaser agrees not to effect any such purchase or other acquisition as the Company may request in order to avoid such an "ownership change."
Acquisition of Common Stock. Prior to the Closing or the earlier termination of this Agreement pursuant to the terms hereof, the Principal Stockholders, the Company and its subsidiaries and their affiliates have not purchased and will not purchase or otherwise acquire directly or indirectly any Parent Common Stock other than as provided in this Agreement.
Acquisition of Common Stock. From the date of this Agreement and until the tenth (10th) anniversary of the date of this Agreement, the Purchaser, its Affiliates and any Group of which the Purchaser or any of its Affiliates is a member shall not at any time be the beneficial owner (as defined in Rule 13d-3 promulgated pursuant to the Exchange Act) of, in aggregate, more than forty percent (40%) of the shares of Common Stock outstanding from time to time, exclusive of any shares of Common Stock issuable but not issued upon conversion of Series G Common Stock or Series H Common Stock by the Company.
Acquisition of Common Stock. Section 5.7 of the Stock Purchase Agreement is amended to provide in its entirety as follows:
(a) Holdings of Common Stock. From the date of this Agreement the Purchaser, its Affiliates and any Group of which the Purchaser or any of its Affiliates is a member shall not at any time be the beneficial owner (as defined in Rule 13d-3 promulgated pursuant to the Exchange Act) of, in aggregate, more than nineteen and ninety-nine one hundredths percent (19.99%) of the shares of Common Stock outstanding from time to time, exclusive of any shares of Common Stock issuable but not issued upon conversion of Series G Preferred Stock or Series H Preferred Stock by the Company. The Company may refuse to issue any shares of Common Stock upon the conversion of the Preferred Stock if, as a result of such issuance, the Purchaser, its Affiliates and any Group of which the Purchaser or any of its Affiliates is a member would, following such issuance, be the beneficial owner of, in aggregate, more than nineteen and ninety-nine one hundredths (19.99%) percent of the shares of Common Stock outstanding from time to time.